DIGUANG INTERNATIONAL DEVELOPMENT CO., LTD. STOCK OPTION AGREEMENT (NONSTATUTORY)
2006
STOCK INCENTIVE PLAN
STOCK
OPTION AGREEMENT (NONSTATUTORY)
THIS
STOCK OPTION AGREEMENT (the "Agreement"), dated <GRANT DATE> ("Grant
Date") between Diguang International Development Co., Ltd., a corporation
organized under the laws of the State of Nevada (the "Company"), and
<EMPLOYEE NAME> ("Optionee"), is entered into as follows:
WITNESSETH:
WHEREAS,
the Company has established the 2006 Stock Incentive Plan (the "Plan"), a copy
of which has been provided to you or can be obtained by written or telephonic
request to the Stock Plan Administrator, and which Plan is made a part hereof;
and
WHEREAS,
the Board of Directors of the Company (the "Board") or the Compensation
Committee of the Board or its delegates (the "Administrator") has determined
that Optionee shall be granted an option under the Plan as hereinafter set
forth;
The
parties hereby agree that the Company grants, effective as of the Grant Date,
Optionee an option (this "Option") to purchase <SHARES> shares of its
Common Stock (the "Shares") upon the terms and conditions set forth in this
Agreement.
1.
Plan
Award.
This
Option is granted under and pursuant to the Plan and is subject to each and
all
of the provisions thereof.
2.
Exercise
Price.
The
exercise price applicable to this Option (meaning, the price Optionee must
pay
in order to purchase any Shares hereunder) shall be <PRICE> per Share.
3.
Transferability.
This
Option generally is not transferable by Optionee otherwise than by will or
the
laws of descent and distribution, and is exercisable only by Optionee during
Optionee’s lifetime; provided however that this Option may be transferred by
instrument to an inter vivos or testamentary trust in which the Option is to
be
passed to beneficiaries upon the death of the trustor (settlor) or by gift
or
pursuant to domestic relations orders to "Immediate Family Members" (as defined
below) of the Optionee. "Immediate Family" means any child, stepchild,
grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling,
niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law,
brother-in-law, or sister-in-law (including adoptive relationships), a trust
in
which these persons have more than fifty percent of the beneficial interest,
a
foundation in which these persons (or the Optionee) control the management
of
assets, and any other entity in which these persons (or the Optionee) own more
than fifty percent of the voting interests.
4.
Vesting
and Exercise of Option.
Subject
to Optionee's not experiencing a Termination of Employment during the following
vesting term, Optionee shall vest and earn the right to exercise this Option
on
the following schedule: _______________________.
Notwithstanding
anything else to the contrary contained herein or in the Plan, the Option shall
not be exercisable as to any Shares (including as to vested Shares) unless
and
until the issuance of such Shares upon exercise shall be registered pursuant
to
an effective registration statement filed with the Securities and Exchange
Commission (or such issuance is otherwise exempted from registration under
Applicable Law).
5.
Expiration.
This
Option will expire <YEARS> from the Grant Date, unless sooner terminated
or canceled in accordance with the provisions of the Plan. This means that
(subject to the continuing service requirement set forth in Section 4 above
and
subject to earlier termination upon certain other events as set forth in the
Plan) this Option must be exercised, if at all, on or before <EXPIRE DATE>
(the "Expiration Date"). If this Option expires on a stock exchange holiday
or
weekend day, this Option will expire on the last trading day prior
to
the
holiday or weekend. Optionee shall be solely responsible for exercising this
Option, if at all, prior to its Expiration Date. The Company shall have no
obligation to notify Optionee of this Option's expiration.
6.
Exercise
Mechanics.
This
Option may be exercised by delivering to the Stock Plan Administrator at its
head office a written or electronic notice stating the number of Shares as
to
which the Option is exercised or by any other method the Administrator has
approved. The notice must be accompanied by the payment of the full Option
exercise price of such Shares. Exercise shall not be deemed to have occurred
unless and until Optionee has delivered to the Company (or its authorized
representative) an approved notice of exercise, full exercise price for the
Shares being exercised and payment of any applicable withholding taxes in
accordance with Section 8 below. Payment of the Option exercise price may be
in
cash (including check or wire transfer), through an approved cashless-brokered
exercise program, with shares of the Company's Common Stock or a combination
thereof to the extent permissible under Applicable Law; provided, however,
that
any permitted method of payment shall be in strict compliance with all
procedural rules established by the Administrator.
7.
Termination
of Employment.
All
rights of Optionee in this Option, to the extent that it has not previously
become vested and been exercised, shall terminate upon Optionee's Termination
of
Employment except as set forth in this Section 7. The portion of the Option
that
relates to any Shares that were unvested and unexercisable as of the date of
Optionee's Termination of Employment shall terminate and expire effective
immediately upon such date. With respect to the vested and exercisable portion
of the Option, and subject to the following sentence:
(i) In
the
event of Termination of Employment other than as a result of Optionee's death
or
disability, Optionee shall have 90 days to exercise the Option as to the Shares
subject to the Option that were vested and exercisable as of the date of
Termination of Employment; provided that if during any part of such 90 day
period, the Option is not exercisable because the issuance of the Shares would
violate the registration requirements under the Securities Act, the Option
shall
not expire until the Option shall have been exercisable for an aggregate of
90
days after the date of Termination of Employment; provided further that if
during any part of such 90 day period, the Shares issued upon exercise of the
Option may not be sold because Optionee has material nonpublic information
regarding the Company or is otherwise subject to a trading blackout period
under
the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy the Option shall not expire until Optionee
shall have had an aggregate of 90 days after the date of Termination of
Employment during which Optionee can sell the Shares without being subject
to
such restrictions arising under ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ laws or Company policy; and
provided further that notwithstanding the foregoing in no event may this Option
be exercised more than one year after the date of Termination of Employment;
and
(ii) In
the
event of Termination of Employment as a result of Optionee's death or disability
(including a Total and Permanent Disability), Optionee shall have one (1) year
to exercise the Option as to the Shares subject to the Option that were vested
and exercisable as of the date of Termination of Employment.
Notwithstanding
the above, in no event may an Option be exercised, even as to vested and
otherwise exercisable Shares, after the Expiration Date set forth in
Section 5 above.
8.
Tax
Matters.
Regardless
of any action the Company or Optionee's employer (the "Employer") takes with
respect to any or all income tax, social insurance, payroll tax, payment on
account or other tax-related withholding ("Tax-Related Items"), Optionee
acknowledges and agrees that the ultimate liability for all Tax-Related Items
legally due by him or her is and remains Optionee's responsibility and that
the
Company and/or the Employer (i) make no representations nor undertakings
regarding the treatment of any Tax-Related Items in connection with any aspect
of this Option, including the grant, pricing, vesting or exercise of this
Option, the subsequent sale of Shares acquired pursuant to such exercise and
receipt of any dividends; and (ii) do not commit to structure the terms or
the grant or any aspect of this Option to reduce or eliminate Optionee's
liability for Tax-Related Items. Prior to the exercise of this Option, Optionee
shall pay or make adequate arrangements satisfactory to the Company and/or
the
Employer to withhold all applicable Tax-Related Items legally payable by
Optionee from Optionee's wages or other cash compensation paid to Optionee
by
the Company and/or the Employer or from proceeds of the sale of Shares.
Alternatively, or in addition, if permissible under local law, the Company
may
(1) sell or arrange for the sale of Shares that Optionee acquires to meet
the withholding obligation for Tax-Related Items, and/or (2) withhold in
Shares, provided that the Company only withholds the amount of Shares necessary
to satisfy the minimum withholding amount. In addition, Optionee shall pay
the
Company or the Employer any amount of Tax-Related Items that the Company or
the
Employer may be required to withhold as a result of Optionee's participation
in
the Plan or Optionee's purchase of Shares that cannot be satisfied by the means
previously described. The Company may refuse to honor the exercise and refuse
to
deliver the Shares if Optionee fails to comply with Optionee's obligations
in
connection with the Tax-Related Items. Optionee remains responsible for all
such
tax consequences and the Company shall not be deemed to provide any individual
tax advice with respect thereto.
9.
Optionee
Consents.
By
accepting the grant of this Option, Optionee acknowledges and agrees that:
(i) the
Plan is established voluntarily by the Company, it is discretionary in nature
and may be modified, amended, suspended or terminated by the Company at any
time
unless otherwise provided in the Plan or this Agreement;
(ii) the
grant of this Option is voluntary and occasional and does not create any
contractual or other right to receive future grants of Awards, or benefits
in
lieu of Awards, even if options have been granted repeatedly in the past;
(iii) all
decisions with respect to future grants, if any, will be at the sole discretion
of the Company;
(iv) Optionee's
participation in the Plan shall not create a right to further employment with
Employer and shall not interfere with the ability of Employer to terminate
Optionee's employment relationship at any time with or without cause and it
is
expressly agreed and understood that employment is terminable at the will of
either party, insofar as permitted by law;
(v) Optionee
is participating voluntarily in the Plan;
(vi) this
Option is an extraordinary item that does not constitute compensation of any
kind for services of any kind rendered to the Company or the Employer, and
is
outside the scope of Optionee's employment contract, if any; and this Option
is
not part of normal or expected compensation or salary for any purposes,
including, but not limited to calculating any severance, resignation,
termination, redundancy, end-of-service payments, bonuses, long-service awards,
pension or retirement benefits or similar payments insofar as permitted by
law;
(vii) in
the event that Optionee is not an employee of the Company, this Option grant
will not be interpreted to form an employment contract or relationship with
the
Company, and furthermore, this Option grant will not be interpreted to form
an
employment contract with the Employer or any Subsidiary or Affiliate of the
Company;
(viii) the
future value of the underlying Shares is unknown, may increase or decrease
in
the future, and cannot be predicted with certainty;
(x) in
consideration of the grant of this Option, no claim or entitlement to
compensation or damages shall arise from termination of this Option or
diminution in value of this Option or Shares purchased through exercise of
this
Option resulting from termination of Optionee's employment by the Company or
the
Employer (for any reason whatsoever and whether or not in breach of local labor
laws) and Optionee irrevocably releases the Company and the Employer from any
such claim that may arise; if, notwithstanding the foregoing, any such claim
is
found by a court of competent jurisdiction to have arisen, then, by accepting
the terms of this Agreement, Optionee shall be deemed irrevocably to have waived
any entitlement to pursue such claim; and
(xi) notwithstanding
any terms or conditions of the Plan to the contrary, in the event of involuntary
termination of Optionee's employment (whether or not in breach of local labor
laws), Optionee's right to receive options and vest in options under the Plan,
if any, will terminate effective as of the date that Optionee is no longer
actively employed and will not be extended by any notice period mandated under
local law (e.g., active employment would not include a period of "garden leave"
or similar period pursuant to local law); furthermore, in the event of
involuntary termination of employment (whether or not in breach of local labor
laws), Optionee's right to exercise this Option after termination of employment,
if any, will be measured by the date of termination of Optionee's active
employment and will not be extended by any notice period mandated under local
law; the Administrator shall have the exclusive discretion to determine when
Optionee is no longer actively employed for purposes of this Option.
10.
Data
Transfer.
Optionee
explicitly and unambiguously consents to the collection, use and transfer,
in
electronic or other form, of Optionee's personal data as described in this
document by and among, as applicable, the Employer, and the Company and its
Subsidiaries and Affiliates for the exclusive purpose of implementing,
administering and managing Optionee's participation in the Plan. Optionee
understands that the Company, its Affiliates, its Subsidiaries and the Employer
hold certain personal information about Optionee, including, but not limited
to,
name, home address and telephone number, date of birth, social security or
insurance number (or other identification number), salary, nationality, job
title, any shares of stock or directorships held in the Company, details of
all
options or any other entitlement to shares of stock awarded, canceled,
purchased, exercised, vested, unvested or outstanding in Optionee's favor for
the purpose of implementing, managing and administering the Plan ("Data").
Optionee understands that the Data may be transferred to any third parties
assisting in the implementation, administration and management of the Plan,
that
these recipients may be located in Optionee's country or elsewhere and that
the
recipient country may have different data privacy laws and protections than
Optionee's country. Optionee may request a list with the names and addresses
of
any potential recipients of the Data by contacting the local human resources
representative. Optionee authorizes the recipients to receive, possess, use,
retain and transfer the Data, in electronic or other form, for the purposes
of
implementing, administering and managing Optionee's participation in the Plan,
including any requisite transfer of such Data, as may be required to a broker
or
other third party with whom Optionee may elect to deposit any Shares acquired
upon the exercise of this Option. Optionee understands that Data will be held
only as long as is necessary to implement, administer and manage participation
in the Plan. Optionee may, at any time, view Data, request additional
information about the storage and processing of the Data, require any necessary
amendments to the Data or refuse or withdraw the consents herein, in any case
without cost, by contacting the Stock Plan Administrator in writing. Optionee
understands that refusing or withdrawing consent may affect Optionee's ability
to participate in the Plan. For more information on the consequences of refusing
to consent or withdrawing consent, Optionee may contact the Stock Plan
Administrator at the Company.
11. Copies
of Plan Materials.
Optionee
acknowledges that Optionee has received a copy of the Plan from the Company.
Optionee acknowledges that copies of the Plan, Plan information and shareholder
information are available upon written or telephonic request to the Stock Plan
Administrator. If Optionee has received this or any other document related
to
the Plan translated into a language other than English and if the translated
version is different than the English version, the English version will
control.
12.
Entire
Agreement; Plan Controls.
The
Plan
is incorporated herein by reference. The Plan and this Agreement constitute
the
entire agreement of the parties with respect to the subject matter hereof and
supersede in their entirety all prior undertakings and agreements of the Company
and Optionee with respect to the subject matter hereof, and may not be modified
adversely to Optionee's interest except by means of a writing signed by the
Company and Optionee. In the event of any conflict between the terms and
provisions of the Plan and this Agreement, the Plan terms and provisions shall
govern. Capitalized terms used but not defined in this Agreement have the
meanings assigned to them in the Plan. Certain other important terms governing
this Agreement are contained in the Plan.
| Accepted by Optionee: | ||
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[Optionee
Name]
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By
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[Name]
[Title]
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| RETAIN THIS AGREEMENT FOR YOUR RECORDS | ||